Merchant Services Agreement

This Merchant Services Agreement (the “Agreement”) is a binding contract between Imaripay Limited, a private limited company incorporated in the Republic of Kenya (“Imaripay”, “we”, “us”), and the business or individual that creates a Imaripay account (the “Merchant”, “you”). By creating an account, clicking to accept, or using the Services, you agree to this Agreement and to the policies incorporated by reference, including our Privacy Policy, AML/CFT Policy, Acceptable Use Policy and Cookie Policy. If you accept on behalf of a business, you confirm that you are authorised to bind it.

1. Definitions

• Services means the Imaripay payment platform, including the API, dashboard, hosted checkout, payment links, payouts, reporting and related tools.
• Transaction means a collection from a Customer, a refund, a reversal or a payout initiated through the Services.
• Customer means a person who pays you, or receives funds from you, using the Services.
• Partner Institution means a licensed bank, payment service provider, mobile network operator, card processor or other regulated institution through which Imaripay provides the Services.
• Balance means the amount recorded in your Imaripay ledger as owed to you, net of fees, refunds, reversals, chargebacks and reserves.
• Payment Method Rules means the rules of card schemes, mobile money operators, banks and other networks that apply to a Transaction.

2. Regulatory status

Imaripay is a technology platform. Payment services are provided in conjunction with licensed Partner Institutions, and Imaripay is pursuing direct authorisation with the Central Bank of Kenya. Funds collected on your behalf are held by or through Partner Institutions, in accounts designated for merchant funds where required by law, and are not used by Imaripay for its own operating purposes. Nothing in this Agreement makes Imaripay a bank or deposit-taker, and your Balance does not earn interest.

3. Eligibility and onboarding

To use the Services in live mode you must be a lawfully constituted business or a sole proprietor of at least 18 years of age, operating a business that is permitted under our Acceptable Use Policy. You must complete our know-your-customer (“KYC”) and know-your-business (“KYB”) process, which may include providing certificates of incorporation, KRA PIN certificates, identity documents of directors and beneficial owners, proof of address, bank account details and information about your products, customers and expected volumes.

You authorise us to verify the information you provide, including through the Integrated Population Registration Services, the Business Registration Service, credit reference bureaus, sanctions lists and other third-party sources. We may decline, suspend or limit any account at our discretion where we cannot complete verification or where we reasonably consider the risk unacceptable.

4. Your account and API keys

You are responsible for all activity under your account and API keys. Keep secret keys confidential, never embed them in client-side code, and rotate them immediately if you suspect compromise. Enable two-factor authentication for every user and grant team members only the roles they need. You must notify us without delay at support@imaripay.com if you become aware of unauthorised access.

5. Collections

When you initiate a collection, we route the request to an appropriate Partner Institution. A Transaction is only successful when we receive final confirmation from the relevant network; a request that has been initiated, is pending, or awaits a Customer action is not a successful payment. You must not deliver goods or services in reliance on a Transaction before it has reached the succeeded status.

You are responsible for the accuracy of the amount, currency, Customer details and reference you submit. Transactions submitted with an Idempotency-Key will be processed at most once for that key.

6. Payouts and settlement

Funds from successful collections are credited to your pending Balance and become available according to your settlement schedule, which is T+1 (the next business day) unless otherwise agreed in writing. We may vary your settlement schedule, or hold a rolling reserve, where reasonably required to manage risk, including refund, chargeback, fraud or regulatory exposure, and will tell you why where the law permits.

You may instruct payouts from your available Balance to M-Pesa, mobile money wallets or bank accounts. You are responsible for the accuracy of payout destinations; payouts sent to a destination you specify cannot generally be recalled. Payouts that fail are reversed to your Balance. You may configure approval workflows so that payouts require authorisation by a second user.

7. Fees and taxes

You agree to pay the fees set out on our pricing page or in a separate written pricing agreement. Fees are deducted from the gross amount of each Transaction or from your Balance. Fees on refunded Transactions are not returned. All fees are exclusive of value added tax, excise duty and other applicable taxes, which will be charged where required by Kenyan law. You are solely responsible for determining, collecting and remitting any taxes that apply to your own sales.

8. Refunds, reversals and chargebacks

You must maintain a fair refund policy and disclose it to Customers. Refunds are deducted from your Balance; if your Balance is insufficient we may debit future collections or request that you fund the shortfall. Card Transactions may be subject to chargebacks under Payment Method Rules. You are liable for the full amount of any chargeback, reversal or network fine attributable to your Transactions, together with any associated fees, and you agree to provide evidence promptly when we request it.

9. Your obligations

• Comply with all applicable laws, including consumer protection, data protection, anti-money laundering, tax and sector-specific regulation.
• Comply with Payment Method Rules and our Acceptable Use Policy, and not use the Services for prohibited or unapproved restricted businesses.
• Clearly describe your goods or services, prices, delivery terms and refund policy to Customers, and display your business name as it will appear on statements.
• Obtain all consents required to share Customer personal data with us and to send Customers payment prompts.
• Not split transactions to evade limits, process Transactions for third parties, or use the Services to transfer funds on behalf of others without our written consent.
• Notify us of material changes to your business, ownership, directors, products or risk profile.

10. Risk management, suspension and set-off

We may delay, block, reverse or refuse any Transaction, place a hold on funds, or suspend your account where we reasonably believe it is necessary to comply with law or a regulatory direction, to prevent fraud or financial crime, to protect Customers, or where you have breached this Agreement. Where funds are subject to a lawful preservation order or a direction from the Financial Reporting Centre, we will hold them for the period required. You authorise us to set off any amount you owe us against your Balance or any funds we hold for you.

11. Data protection and confidentiality

Each party will comply with the Data Protection Act, 2019 and its regulations. For Customer data processed to provide the Services, Imaripay acts as a data controller in respect of its regulatory, fraud-prevention and compliance obligations, and as a data processor on your behalf for other processing. Our handling of personal data is described in our Privacy Policy. Each party will keep the other’s confidential information confidential and use it only for the purposes of this Agreement.

12. Intellectual property

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services, documentation and our brand assets solely to accept and send payments in accordance with this Agreement. All rights in the Services remain with Imaripay Limited and its licensors. You grant us a licence to use your name and logo to identify you as a Customer-facing merchant within the Services (for example on checkout pages).

13. Service availability

We work to keep the Services available and resilient, including by routing across multiple Partner Institutions. However, the Services depend on third-party networks outside our control, and we do not guarantee uninterrupted or error-free operation. Scheduled maintenance and incidents will be communicated through our status page.

14. Warranties and disclaimers

Each party warrants that it has the authority to enter into this Agreement. Except as expressly stated, the Services are provided “as is” and, to the extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

15. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, consequential, special or punitive damages, or for loss of profits, revenue, goodwill or data. Our aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the total fees you paid to us in the three months preceding the event giving rise to the claim. Nothing in this Agreement limits liability for fraud, wilful misconduct, or any liability that cannot be limited under Kenyan law, nor our obligation to pay you your Balance properly due.

16. Indemnity

You will indemnify Imaripay Limited and its officers, employees and Partner Institutions against losses, fines, penalties and reasonable costs arising from your breach of this Agreement, your violation of law or Payment Method Rules, your products or services, or disputes between you and your Customers.

17. Term and termination

This Agreement continues until terminated. You may terminate at any time by closing your account. We may terminate on 30 days’ notice, or immediately where you materially breach this Agreement, where required by law or a Partner Institution, or where we reasonably suspect fraud or financial crime. On termination we will pay out your remaining Balance after deducting amounts owed and any reserve reasonably required to cover refunds, chargebacks and reversals for up to 180 days. Sections that by their nature should survive termination will survive.

18. Changes

We may amend this Agreement by giving you at least 30 days’ notice by email or in the dashboard, except where a shorter period is required by law or a Partner Institution. Changes to fees will not apply retrospectively. Continued use of the Services after the effective date constitutes acceptance.

19. Governing law and disputes

This Agreement is governed by the laws of the Republic of Kenya. The parties will first attempt to resolve any dispute through good-faith negotiation for 30 days. Failing resolution, the dispute will be referred to arbitration in Nairobi under the Arbitration Act, 1995 by a sole arbitrator appointed by agreement or, failing agreement, by the Chairperson of the Nairobi Centre for International Arbitration. The language of arbitration will be English. Either party may seek urgent interim relief from the courts of Kenya.

20. General

You may not assign this Agreement without our written consent; we may assign it to an affiliate or a successor. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is held invalid, the remainder remains in effect. This Agreement, together with the incorporated policies and any written pricing agreement, is the entire agreement between the parties about its subject matter. Notices to us must be sent to support@imaripay.com or, for legal notices, compliance@imaripay.com.